Waire Health Terms and Conditions of Sale
These Conditions are the standard terms and conditions of sale of Waire Health Limited.
1 Definitions
The following definitions shall apply to these Conditions:
Brexit means the United Kingdom ceasing to be a member state of the European Union;
Brexit Event means any circumstance resulting from Brexit that, in Waire Health’s opinion, adversely affects Waire Health’s ability to perform its obligations and/or adversely affects the price in relation to which Waire Health sells the Products to the Customer under the Contract;
Contract means the contract between Waire Health and the Customer in respect of the Products created in accordance with clause 2.1;
Customer means the person, firm or company which purchases the Products from Waire Health;
Delivery Address means Waire Health’s premises or such other location as the Customer requests and which has been confirmed by Waire Health in the Supply Form;
Deposit means the deposit (if any) or stage payments (if any) to be paid to Waire Health by the Customer under the Contract, the amount of which is set out in the Supply Form and/or other documentation as listed in Clause 2.2;
Distribution Agreement means the agreement, if any, between Waire Health and the Customer in relation to the distribution of Waire Health’s Products;
Intellectual Property Rights means any and all intellectual property rights of any kind existing anywhere in the world (whether existing now or at any time in the future) whether or not registered or registrable and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information;
Supply Form means the form for the supply of the Products completed by the Customer and provided to Waire Health;
Parties means Waire Health and the Customer, and "Party" shall be construed accordingly;
Price means the price to be paid by the Customer for the Products pursuant to clause 4.1;
Products means the products (or any part of them) as set out in the Supply Form and any other products developed by Waire Health and which Waire Health may supply under the Contract or which Waire Health otherwise provides or agrees to provide to the Customer;
Specification means in relation to any Products, Waire Health‘s standard published specification(s) for such Products from time to time, or such other specification(s) as may be agreed by the Parties in the Supply Form (in writing) and set out in or expressly incorporated into the Contract;
Waire Health means Waire Health Ltd whose registered office is at C/O RSM, Third Floor One London Square, Cross Lanes, Guildford, England, GU1 1UN;
2 The Contract
2.1 Where the Customer submits a Supply Form to Waire Health, that order constitutes an offer to purchase Products in accordance with these Conditions. That order shall only be deemed to be accepted when Waire Health issues a written acceptance of the Supply Form to the Customer, at which point and on which date the Contract shall come into existence and the Parties bound accordingly.
2.2 These Conditions will apply to and be incorporated into the Contract, to the exclusion of any terms and conditions which the Customer may seek to introduce or rely upon (whether contained or referred to in a purchase order, purported acceptance or any other document or communication whatsoever) or which would otherwise be stated or implied by law, trade custom or practice, except to the extent that the Parties may have agreed and documented specific modifications relating to individual projects.
In the event of any inconsistency between documents the following order of precedence shall apply:
1 Distribution Agreement (if any) ;
2 Terms and Conditions of Sale (“the Conditions”);
3 The Supply Form signed by Waire Health.
2.3 Any samples, drawings, illustrations, prices, descriptive matter, dimensions and other data included in catalogues, brochures, websites, circulars and other such materials or media constitute approximate guides only. They shall not form part of the Contract or have any contractual force, save where and to the extent that the Contract expressly provides otherwise.
2.4 The Contract constitutes the entire agreement between Waire Health and the Customer, and the Customer acknowledges that it has not relied upon any statement, promise or representation which is not set out in the Contract.
2.5 Any quotation given by Waire Health shall not constitute an offer, and is only valid for a period of [10] working days from its date of issue.
3 Delivery
3.1 Waire Health shall use its reasonable endeavours to provide the Products to the Customer in all material respects in accordance with the Contract and any applicable Specification.
3.2 Waire Health reserves the right to amend any applicable Specification if required by any applicable law or safety requirement, and/or to make any changes to the Products which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Products.
3.3 Waire Health shall use its reasonable endeavours, subject to clause 5.1, to deliver the Products on or around the delivery date(s) specified in the Supply Form, but any such dates are good faith estimates only and time shall not be of the essence for the delivery of the Products.
3.4 The Customer shall provide Waire Health with such assistance as it may reasonably require in relation to the provision of the Products and shall, in particular but without limitation:
3.4.1 ensure that its order is complete and accurate and that the specification meet the Customer's requirements;
3.4.2 co-operate with Waire Health in all matters relating to the provision of the Products;
3.4.3 provide Waire Health with such information and materials as Waire Health may reasonably require to provide the Products, and to ensure that it is accurate in all material respects;
3.4.4 ensure that any actions which require to be completed by a particular date to facilitate the provision of the Products by Waire Health are so completed;
3.4.5 comply with all applicable laws, including health and safety laws;
3.4.6 comply with any additional obligations set out in the Supply Form;
3.4.7 provide, for Waire Health, its agents, sub-contractors and employees, such access to the Customer’s premises as Waire Health may reasonably require in order to provide the Products; and
3.4.8 inform Waire Health of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises.
3.5 Waire Health shall not be liable for any costs, charges or losses sustained or incurred by the Customer where Waire Health's performance of its obligations under the Contract is prevented or delayed (whether directly or indirectly) by any act or omission of the Customer, its agents, sub-contractors or employees.
3.6 If any of the Products are found to be defective, Waire Health shall, at its option, repair or replace the defective Products if the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods are defective and Waire Health is given a reasonable opportunity of examining such Products. The Customer (if asked to do so by Waire Health) shall return such defective Products to Waire Health’s place of business at the Customer's cost.
3.7 Waire Health shall not be liable for the defective Products, if:
3.7.1 the Customer makes any further use of such Goods after giving notice of such defects;
3.7.2 the defect arises because the Customer failed to follow Waire Health's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
3.7.3 the Customer alters or repairs such Products without the written consent of Waire Health;
3.7.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
3.7.5 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards or otherwise as set out in clause 3.2.
3.8 Except as provided in this clause 3, Waire Health shall have no liability to the Customer in respect of any defective Product(s).
3.9 The terms of these Conditions shall apply to any repaired or replacement Products supplied by Waire Health.
4 Payment
4.1 The price for the Products ("the Price") shall (subject to any adjustment in accordance with these Conditions), be as specified in the Contract or, if not so specified, shall be Waire Health's standard price for such Products.
4.2 The Price is exclusive of (i) VAT or any other tax, duty or levy pertaining to the Products; and (ii) any and all costs and charges of packaging, insurance, import/export and transport, which sums shall be added to the invoice(s) issued by Waire Health to the Customer.
4.3 [Upon the occurrence of a Brexit Event, Waire Health reserves the right, upon [seven (7)] days’ written notice to the Customer, to increase the Price(s) in order to mitigate the effect of a Brexit Event on Waire Health.]
4.4 Save where provided otherwise in the Supply Form, Waire Health shall be entitled to invoice the Customer for the Price and any sums to be added to the invoice pursuant to clause 4.2 on the date of which the Products are delivered under Clause 5.
4.5 In relation to payment by the Customer, time is of the essence.
4.6 Unless otherwise agreed in the Supply Form or Distribution Agreement, the Customer shall pay each invoice issued to it by Waire Health within [14] days of the date of such invoice.
4.7 If the Customer fails to pay any invoice issued by Waire Health by the due date, Waire Health shall be entitled (without prejudice to any other right or remedy it may have) to:
4.7.1 cancel or suspend any further delivery of the Products under any Contract;
4.7.2 make any or all future deliveries of the Products under any Contract conditional upon the Customer paying for them in advance; and/or
4.7.3 charge interest at the rate of 4% per annum above the base rate of the Bank of Scotland from time to time but at 4% a year for any period when that base rate is below 0%, such interest period to run from the due date for payment until payment in full of the sum outstanding (including interest) by the Customer.
4.8 [Where the Contract specifies that a Deposit is payable by the Customer, such Deposit must be paid to Waire Health in accordance with the Contract. Waire Health shall be entitled to withhold performance of its obligations under the Contract until such times as the Deposit is so paid. In the event that the Deposit is not paid within 7 days of the due date for payment, Waire Health shall notify the customer of a payment default. In the event that the Deposit is not paid within a further 7 days, Waire Health shall be entitled to terminate the Contract forthwith and without liability by notice in writing to the Customer. Deposits are not refundable except at the sole discretion of Waire Health.]
4.9 Waire Health shall (without prejudice to any other rights it may have) be entitled to set off any liability owed by the Customer to Waire Health against any liability of Waire Health to the Customer.
5 Delivery
5.1 Waire Health shall arrange delivery of the Products to, and the Customer shall take delivery of the Products at, the Delivery Address for the relevant Contract. Waire Health will use its reasonable endeavours to so deliver the Products on or around the delivery date(s) specified in the Sales Order Acknowledgement, but such date(s) are approximate only and, unless otherwise expressly stated in writing, time is not of the essence for delivery of the Products.
5.2 Delivery shall be deemed to have occurred:
5.2.1 where the Delivery Address is Waire Health's premises, one week after the Customer has been notified that the Products are available for collection from Waire Health's premises; or
5.2.2 where the Delivery Address is not Waire Health's premises, upon the arrival of the Products at the Delivery Address.
5.3 Unless the method of packaging and shipping is specified in the Supply Form, the method of packaging and shipping shall be at the sole discretion of Waire Health, provided that Waire Health shall select a method of shipping and packaging which it considers is suitable for the Products.
5.4 Waire Health shall have no liability whatsoever for any delay in delivering or any failure to deliver the Products where such delay or failure is caused by a Force Majeure Event or the Customer's failure to provide Waire Health with adequate and/or accurate delivery instructions for the Products.
5.5 Save where and to the extent provided otherwise in these Conditions, Waire Health shall have no liability whatsoever to the Customer for any loss of profit, business, income, contracts or opportunity, loss of or corruption to data, loss of use, loss of anticipated savings, or any indirect or consequential loss, costs, damages, charges or expenses whatsoever caused directly or indirectly by any delay in the delivery of the Products.
5.6 Where the Customer is unable to collect or take delivery of the Products in accordance with these Conditions, Waire Health shall be entitled to arrange for the storage and/or transportation of the Products and the Customer shall be responsible for any and all charges incurred by Waire Health in so storing and/or transporting the Products.
5.7 Waire Health may deliver the Products by instalments, which may be invoiced separately.
5.8 It shall be the Customer's responsibility to obtain, at its own cost, any import licences and other consents in relation to the Products which may be required from time to time and, if required by Waire Health, the Customer shall make those licences and consents available to Waire Health prior to the relevant shipment.
6 Title and risk
6.1 Title to and ownership of the Products shall remain vested in Waire Health until Waire Health has received payment in full (in cash or cleared funds) of all sums due to it in respect of the Products and all other sums which are or which become due to Waire Health from the Customer under any Contract.
6.2 Risk of loss of or damage to any Products shall pass to the Customer upon delivery in accordance with clause 5.2.
6.3 Following delivery of the Products and until such time as title in and to the Products has passed to the Customer, the Customer shall:
6.3.1 not tamper with or change either the Products or the labelling or any accompanying documentation for the Products;
6.3.2 insure the Products (at its own cost) against all risks which would normally be insured against by a prudent businessperson to at least their full replacement value, and produce evidence of such insurance to Waire Health upon demand;
6.3.3 store and transport the Products in conditions that will preserve the Products in good condition without risk of contamination or deterioration;
6.3.4 store the Products separately from all other products held by the Customer so that they remain readily identifiable as Waire Health's property; and
6.3.5 notify Waire Health immediately if the Customer becomes subject to any of the events listed in clauses 12.3.1 to 12.3.14 (inclusive).
6.4 In the event that the Customer becomes subject to any of the events listed in clauses 12.3.1 to 12.3.14 (inclusive) before title in and to the Products has passed to the Customer, Waire Health (or any third party acting on Waire Health's behalf) shall be entitled to enter any of the Customer's premises where the Products are stored, or the premises of any third party storing the Products on the Customer's behalf, in order to recover possession of the Products.
7 Warranties
7.1 The Customer hereby warrants to Waire Health that where the Customer purchases the Products from Waire Health but is not the end customer and user of the Products, the Customer will ensure that the end user of the Products, accepts and agrees to be bound by these Conditions, by having the end customer execute written contractually binding documentation and provide a copy of such executed documentation (in original and/or certified copy) to the Distributor prior to the sale and/or delivery (whichever is the earliest) of the relevant Products to the end user of the Products.
7.2 Where the Customer fails to comply with clause 7.1 above, the Customer fully and effectively indemnifies Waire Health against all costs, liabilities, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Waire Health arising out of or in connection with the Customer’s breach of the warranty outlined at clause 7.1.
8 Intellectual Property
8.1 All Intellectual Property Rights in and to the Products and any works created by Waire Health in the course of or in connection with the Contract (including, without limitation, designs, project development and production drawings, specifications, models, prototypes and similar and related works) are and shall remain the property of Waire Health or it licensors (as the case may be).
8.2 All Intellectual Property Rights in any materials provided to Waire Health by the Customer shall remain the property of the Customer or its licensors. The Customer hereby grants Waire Health a non-exclusive, royalty-free license in respect of all such rights to such extent and, for such period of time, as may be necessary for the purposes of the Contract.
8.3 The Customer shall indemnify Waire Health against all damages, losses and expenses arising as a result of any action or claim by a third party that any material provided to Waire Health by or on behalf of the Customer infringes any Intellectual Property Rights of that third party.
9 Confidentiality
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Waire Health of the other party, except as permitted by clause 9.2.
9.2 Each party may disclose the other party's confidential information:
9.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10 Liability. THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Save as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law and, in particular, Waire Health makes no representation or warranty whatsoever as to the validity or enforceability of any Intellectual Property Rights in the Products.
10.2 Save in the case of an International Supply Contract (as defined in the Unfair Contract Terms Act 1977), nothing in the Contract excludes or limits the liability of Waire Health for death or personal injury cause by the negligence of Waire Health, or for any liability which may not be excluded or limited as a matter of Scots law.
10.3 Subject to clause 10.2, and without prejudice to clause 7.2, Waire Health's total liability in contract, delict (including negligence or breach of statutory duty) misrepresentation or otherwise, arising out of or in connection with the Contract and/or the Products shall be limited to the total amount paid by the Customer for the Products to which the claim relates.
10.4 Subject to clause 10.2, Waire Health shall not be liable to the Customer for any loss of income or contracts or business or opportunity, loss of profit, depletion of goodwill, loss of or corruption to data, loss of use, loss of anticipated savings or any indirect or consequential loss or damage of any kind, howsoever arising, whether occasioned by negligence, breach of contract or otherwise.
10.5 Subject to clause 10.2, Waire Health shall not be liable to the Customer in respect of any claim arising out of or in connection with the Contract and/or the Products unless details of the claim are notified to Waire Health in writing within three (3) months of the date when the Customer became, or ought reasonably to have become, aware of the event giving rise to the claim.
11 Change of control
11.1 If either Party wishes to change the Products (including but not limited to a change in any applicable Specification), it shall submit details of the requested change to the other in writing and if either Party requests any such change, the other shall, within a reasonable time, provide a written estimate of:
11.1.1 the likely time required to implement the change;
11.1.2 any proposed variations to the Price arising from the change;
11.1.3 the likely effect of the change on the Supply Form; and
11.1.4 any other impact of the change on the terms of the Contract.
11.2 Waire Health may, from time to time and without notice, change the Products in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the Price, or the nature, scope or Specification of the Products.
11.3 If Waire Health wishes to change the Products, Waire Health shall, within a reasonable time, provide a written estimate of:
11.3.1 the likely time required to implement the change; and
11.3.2 any proposed variations to the Price arising from the change.
12 Termination
12.1 Waire Health may terminate the Contract and/or suspend any further deliveries and without liability to the Customer by giving written notice of termination to the Customer, if the Customer commits a material breach of any term of the Contract and, in the case of a breach that is capable of remedy, fails to remedy the same within fourteen (14) days of receipt of written notice specifying such breach and requiring it to be remedied.
12.2 Waire Health may terminate the Contract and/or suspend any further deliveries with immediate effect forthwith and without liability to the Customer by giving written notice of termination to the Customer, if:
12.2.1 The Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
12.2.2 the Customer exceeds the credit limit under its account (if any) with Waire Health or has failed, following written reminder with not less than 14 days’ notice, to pay any amount to Waire Health when due under the Contract or any other contract or arrangement; or
12.2.3 any credit insurance required by Waire Health in relation to its dealings with the Customer is cancelled, suspended or otherwise withdrawn.
12.3 If any of the following events occur, either party shall be entitled to terminate the Contract forthwith and without liability by giving notice in writing to the other party:-
12.3.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
12.3.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.3 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
12.3.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.5 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company);
12.3.6 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
12.3.7 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
12.3.8 the other party (being an individual) is the subject of a bankruptcy petition, application or order;
12.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
12.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3.1 to clause 12.3.9 (inclusive);
12.3.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
12.3.12 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Distribution Agreement is in jeopardy;
12.3.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
12.3.14 the other party purports to assign its rights or obligations under the Contract (except in accordance with clause 15.1).
12.4 Upon termination of the Contract for any reason:
12.4.1 the Customer shall immediately pay to Waire Health all of Waire Health’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Waire Health shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
12.4.2 the Customer shall return all of Waire Health’s Products which have not been fully paid for. If the Customer fails to do so, then Waire Health may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Termination of the Contract shall be without prejudice to any other right or remedy of either Party in respect of any breach of the Contract, and those provisions of the Contract which are expressly or by implication intended to survive termination of the Contract shall so survive.
13 Force Majeure and Brexit Event
13.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 28 days' written notice to the affected party.
13.2 If a Brexit Event occurs, subject to clause 4.3 Waire Health may notify the Customer, and on Waire Health’s request, at its sole discretion, the parties shall use reasonable commercial endeavours to negotiate any change to the Contract in order to mitigate the effect of any Brexit Event within thirty (30) days of the occurrence of the Brexit Event for the purposes of ensuring the continuation or commercial viability of Contract. If agreement cannot be reached in respect of any required alterations to the Contract in the aforesaid timeframe, Waire Health may terminate the Contract by giving thirty (30) days written notice to the Customer.
13.3 Waire Health shall not be deemed in breach of the Contract, by reason of delay in performance of its obligations hereunder if the delay in performance is due to a Brexit Event.
13.4 Save as expressly provided under this clause, a Brexit Event shall not terminate or alter (or give any party a right to terminate or alter) this Contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of the Contract, the provisions of this clause shall prevail.
14 Data Protection
14.1 Both parties will comply with all applicable requirements of the data protection legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the data protection legislation.
14.2 Without prejudice to the generality of clause 14.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Waire Health for the duration and purposes of the Contract.
15 General
15.1 Assignation and other dealings. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Waire Health. Waire Health may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
15.2 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 15.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.3 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.5 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
15.6 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the Contract.
15.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Scots law.
15.9 Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
16 Issue Date
These Conditions were approved for use and issued on 10th November 2020.